M2A1 NDA.pdf

Use and Non-Disclosure Agreement

The undersigned, __________(Insert Name)__________, an authorized representative of the __________(Insert Company Name)__________, (which is hereinafter referred to as the “Recipient”) requests the Government to provide the Recipient with technical data or computer software (hereinafter referred to as “Data”) in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are identified in an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

(1) The Recipient shall—

(a) Use, modify, reproduce, release, perform, display, or disclose Data marked with government purpose rights or SBIR data rights legends only for government purposes and shall not do so for any commercial purpose. The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the contractor whose name appears in the restrictive legend (the “Contractor”), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for, or perform, contracts with the Recipient. The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these Data to such persons. Such agreement must be consistent with the terms of this agreement.

(b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in the attachment to this Agreement.

Release, performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this Agreement or expressly permitted in writing by the Contractor. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the Contractor's Data that has been or will be provided to the Recipient, the date and place the Data were or will be received, and the name and address of the Government office that has provided or will provide the Data.

(c) Use computer software marked with restricted rights legends only in performance of Solicitation Number __ ______________. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share, or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. The Recipient shall promptly notify the software licensor of the execution of this Agreement and identify the software that has been or will be provided to the Recipient, the date and place the software were or will be received, and the name and address of the Government office that has provided or will provide the software.

(d) Use, modify, reproduce, release, perform, display, or disclose Data marked with special license rights legends subject to the underlying special license rights granted to the Government. The US Government has rights to release the Data to its contractors for Government use and manufacture only pursuant to the conditions in License Agreement No.

W15QKN-09-C-0060, Attachment 9 between General Dynamics Armament and Technical Products, Inc. and the United States Government dated 23 December 2008. Any reproduction of Technical Data or portions thereof marked with this legend must also reproduce this legend.

(2) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized third parties.

(3) The Recipient agrees to accept these Data “as is” without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a contract for the performance of that contract.

(4) The Recipient may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.

(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

(6) The Recipient is executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.

(7) The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after the date shown in paragraph (8) of this Agreement, to have all persons to whom it released the Data do so by that date, and to notify the Contractor that the Data have been destroyed.

(8) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending upon __date of contract award__. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

Recipient's Business Name _________________________________

By____________________________

Authorized Representative

Date

Representative’s Typed Name _________________________________ and Title _________________________________

(End of use and non-disclosure agreement)

License Language

Contractor and the U.S. Government do hereby agree on the following arrangement, whereby contractor will make certain proprietary information for the Quick Change Barrel Conversion Kit for the M2 .50 Caliber 12. 7mm Machine Gun (M2 QCB Kits) available for use by the USC forfuture competitive acquisition by the USG.

The USG shall be permitted to utilize contractor's proprietary M2 QCB TDP (including as supplemented by contractor) to acquire further M2 QCB Kits from any source, effective upon thirty six (36) months after a contract award to the contractor resulting from US Army solicitation WJSQKN-07-R-0412 and it has also acquired a minimum quantity of 2,500 units from the contractor. The USG hereby agrees to pay the contractor a license fee of 5% based on the selling price for each unit acquired by the USG from other sources using the Contractor's proprietary M2 QCB TDP (including as supplemented by contractor). The intellectual property rights granted to the USG under these special provisions shall not be used by the USG in any manner that will prevent contractor from bidding, competing, or having a possibility o.f"being awarded a production contract for M2 QCB Kits that utilize contractor's proprietary TDP for the production thereof Contractor shall not claim under any patent against the USGfor the USG utilizing contractor's proprietary TDP (including as supplemented by contractor) to so further acquire M2 QCB Kits. No release outside the USG of contractor's proprietary TDP shall be made by the USG unless the proposed recipient of such TDP shall first have executed a standard nondisclosure agreement in favor of contractor's proprietary interests, as setjorth in DFARS 227.7103-7.

The contractor hereby agrees to .flow down to any and all of its subcontractors and licensees, all the terms and conditions in these special provisions for intellectual property rights.

The intellectual property rights granted to the USG under these special provisions do not include Foreign Military Sales, Commercial Sales, or Third Party Sales ofM2 QCB Kits. However, the USG is permitted to provide M2 QCB Kits to Grant Aid recipients and to those Allied in combat with the USG.

The intellectual property rights granted to the USG under these special provisions shall not expire, and shall not ripen into unlimited rights.

Nothing in these special provisions for intellectual property rights shall limit any right or license in Javor of the USG, including those arising by contract or operation of law, or prior hereto.

1.0 GOVERNMENT PURPOSE LICENSE RIGHTS (GPLR)

Proprietary data to be used in support of this contract consists of the following manufacturing drawings and the associated manufacturing processes for these components of the General Dynamics Armament and Technical Products, fnc. (GDATP) M2QCB Kit. A total of twenty three drawings comprise the GDATP proprietary M2QCB Kit. Included in the twenty three drawings arc two drawings which include proprietary data owned by North American Integrated Technologies, Inc. (NAIT) while three drawings include proprietary data owned by Manroy Engineering (MANROY). Both of these companie have provided written confirmation of their agreement to offer the licensing of their proprietary data. GDATP has obtained the required approval from our corporate offices to offer the proposed license language for the entire M2QCB Kit drawing package.

The basis for assertion of 'Limited Rights' for the drawings above and their associated manufacturing processes consists of both proprietary trade secrets and U.S. Patent No. 4,685,235 dated August 11, 1987 and entitled 'Barrel Alignment Device in Automatic Weapon' originally patented by Saco Defense, assigned to Maremont Corporation, and now assigned to General Dynamics. All of these drawings and processes were developed by the respective entities.

GDATP Proprietary Drawings

GDATP Part Number Description

' 1968 Safety

1969 Spring

1994 Screw

3099 Pin, Breech Lock

3134 Wear Limit/Timing Gage

3291 Shim, Trunnion Block

3366 Lock, Trunnion Block

3373 Sear Stop and Pin Assembly

3425 Lock, Breech

3426 Support, Barrel

3427 Extension Assembly Barrel

3428 Extension, Barrel

3430 Carrier Assembly, Barrel

GDATP Part Number Description

' "i •. ~

3432 Master Barrel Gage

3439 Screw, Lock, Timing

3440 Nut, Lock, Timing

3442 Breech Lock Selection Gage

3443 Breech Lock, Master ,, 3444 Gage, Headspace, QCB

3451 Barrel Assembly

3452 Tube, Barrel

3453 Flash Hider

3454 Barrel Cap

NAIT Proprietary Drawings

NAIT Upper Assembly Drawing Number GDATP Assigned Drawing Description Number

' VORSOM2B 3453 Flash Hider

VOR50M2C 3454 Barrel Cap

MANROY Proprietary Drawings

Manroy Upper Assembly Drawing GDATP Assigned Drawing Description Number Number

A10252 3430 Carrier Assy, Barrel

A10294 3439 Screw, Lock, Timing

A10295 3440 Nut, Lock Timing

GDATP Part Number Description Government Part Number

1968 Safety 13018130

1969 Spring 13018131

1994 Screw 13018132

3099 Pin, Breech Lock 13027976

3134 Wear Limit/Timing Gage 13027994

3291 Shim, Trunnion Block 13027973

3366 Lock, Trunnion Block 13027978

3373 Sear Stop and Pin Assembly 13027991

3425 Lock, Breech 13028639

3426 Support, Barrel 13027972

3427 Extension Assembly, Barrel 13027974

3428 Extension, Barrel 13027974

3430 Carrier Assembly, Barrel 13027981

3432 Master Barrel Gage 13027999

3439 Screw, Lock, Timing 13027977

3440 Nut, Lock, Timing 13027979

3442 Breech Lock Selection Gage 13027998

3443 Breech Lock, Master 13027997

3444 Gage, Headspace, QCB 13027996

3451 Barrel Assembly 13027965

3452 Tube, Barrel 13027967

3453 Flash Hider 13027971

3454 Barrel Cap 13027970

GDATP Part Number to Government Part Number Cross Reference Table